8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 8, 2013

Commission file number 001-32511

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IHS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 13‑3769440 (I.R.S. Employer Identification Number)

15 Inverness Way East

Englewood, CO 80112

(Address of principal executive offices)

(303) 790‑0600

(Registrant's telephone number, including area code)

Former name or former address, if changed since last report: Not Applicable

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2013, IHS Inc. (“IHS”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among IHS, R. L. Polk & Co. (the “Company”) and the individuals and entities identified as Sellers on the signature pages thereto, pursuant to which IHS will purchase all of the issued and outstanding shares of common stock of the Company. The purchase price to be paid by IHS is $1.4 billion payable in cash and stock. The $1.4 billion transaction will be funded with 10 percent equity and the remainder with cash on hand, cash from an existing revolver and a new bank term loan. Simultaneously with entering into the Purchase Agreement, IHS obtained an executed financing commitment with JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A. for a term loan in the principal amount of $680 million.

The Purchase Agreement contains customary representations and warranties and covenants by each of the parties. Consummation of the acquisition is conditioned on antitrust clearance pursuant to the Hart-Scott-Rodino Act and certain other customary closing conditions.

The foregoing summary of the material terms of the Purchase Agreement is qualified by reference to the Purchase Agreement, a copy of which will be filed with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

IHS issued a media release on June 10, 2013 announcing the signing of the Purchase Agreement. In addition, the release provides instructions for accessing a call at 6 a.m. (MDT), 8:00 a.m. (EDT) on June 10, 2013, that is open to the public. During that call, the IHS management team will discuss the proposed acquisition by IHS. Additionally, the investor presentation which will be discussed on the call is filed with this Form 8-K. The call will be recorded and will be available for replay on the IHS website at www.ihs.com and the investor presentation is available on the website as well. A copy of the media release is filed as Exhibit 99.1 and a copy of the investor presentation is filed as Exhibit 99.2, both of which are incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Media Release dated June 10, 2013.

99.2 Investor presentation dated June 10, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IHS INC.
Date: June 10, 2013	By:	/s/ Stephen Green
		Name: Stephen Green
		Title: Executive Vice President, Legal and Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

IHS News Media Contact:	Investor Relations Contact:
Dan Wilinsky	Andy Schulz
IHS Inc.	IHS Inc.
+1 303 397 2468	+1 303 397 2969
dan.wilinsky@ihs.com	andy.schulz@ihs.com

IHS Announces Intent to Acquire R.L. Polk & Co.,

A Global Leader in Automotive Information Solutions

• Combination would put IHS at center of today's most critical business decisions for automotive industry; would further establish IHS Automotive as vital strategic partner for the automotive industry worldwide

• R.L. Polk brings to IHS an attractive financial profile and accretive growth trajectory

ENGLEWOOD, Colo. (June 10, 2013, 6:00 am EDT) - IHS Inc. (NYSE:IHS), the leading global source of critical information and analytics, has signed a definitive agreement to acquire R.L. Polk & Co., a recognized leader in providing automotive information and analytics solutions. The $1.4 billion transaction will be funded with 10 percent equity and the remainder with cash on hand, cash from an existing revolver and a new bank term loan. The acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“The acquisition of R.L. Polk brings extensive and complementary information and analytical solutions that would establish IHS as a vital strategic partner of the global automotive value chain,” said IHS President and Chief Executive Officer Scott Key. “R.L. Polk has a long history of providing critical information to the automotive industry,” he said. “The combination with IHS Automotive creates a comprehensive capability that will significantly enhance customer's insights and decision processes across the full vehicle lifecycle with analytics from product planning through manufacturing, sales and into automotive aftermarkets.”

R.L. Polk consists of two divisions - Polk and CARFAX - that provide actionable market intelligence, powerful tools and analytics and extensive vehicle history data. For nearly a century, the company has synthesized the fragmented big data “exhaust” of the automotive industry into meaningful, insightful, reliable and intuitive offerings to stakeholders across the value chain:

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• Polk provides mission-critical market data, analysis and tools for the entire automotive ecosystem. This division enables automotive business customers to improve, predict, analyze and measure performance.

• CARFAX provides consumers and automotive dealers with vehicle history information to enhance used vehicle purchase and sales decisions. This division is the primary source of vehicle history information for cars operating in the U.S. and Canada.

The products and services offered by R.L. Polk, Key said, are “complementary to existing IHS Automotive solutions and open up large adjacent markets.” The acquisition, he said, would also provide IHS with a high-growth U.S. asset, CARFAX, that can be replicated in other geographies to take advantage of the expected high growth in worldwide used car markets.

“The continued growth and transformation of the automotive industry through the next decade, led by global growth in light vehicle demand, technological changes and the transformation of the OEM supply chain, will fuel strong growth in demand for data, research and analytics to support investment decisions,” Key said. “IHS has successfully acquired and integrated more than 50 acquisitions since 2007. We look forward to combining R.L. Polk's market-leading information with IHS Automotive industry-leading forecasts and insights to create new efficiencies for customers and reduce decision times.”

IHS Chief Financial and IT Officer Todd Hyatt said R.L. Polk brings to IHS an attractive financial profile and accretive growth trajectory. “R.L. Polk is a significant, scaled asset with approximately $400 million in annual revenues, growing at mid to high single digits,” Hyatt said. “Approximately 75 percent of its overall revenue is recurring in nature, with approximately 90 percent renewal rates, attractive margins and high levels of free cash flow conversion.

“Polk has an adjusted EBITDA margin in the mid-20 percent range and we see a clear path to drive the business to an accretive margin level within the next six to eight quarters,” Hyatt added. “Most importantly, like IHS, this is an asset that creates high levels of free cash flow and the combination creates an impressive free cash flow engine at IHS going forward as the basis of solid shareholder value creation. We have secured attractive financing and we expect the acquisition to be significantly accretive to 2014 earnings per share, excluding purchase price amortization, which is indicative of the transaction's value.”

Stephen Polk, chairman, president and CEO of R.L. Polk & Co., said: “We're excited about the opportunities this acquisition would offer R.L. Polk clients by supporting solutions and analytics for our more than 30,000 customers worldwide. The IHS global reach would expand the unique and vital role we've played in the auto industry over all these years, helping stakeholders across the value chain - from manufacturers to consumers and a range of service providers in between - to function more intelligently and efficiently.”

M. Klein and Company acted as strategic and financial advisor to IHS in this transaction.

A conference call and webcast with IHS leadership to discuss details of the intent to acquire R.L. Polk & Co. will be conducted Monday, June 10 at 6:00 a.m. MDT/8:00 a.m. EDT. To hear the live event, open to investors and the news media, visit the IHS website at http://investor.ihs.com and log on at least 15 minutes prior to the start of the webcast.

Supplemental materials regarding the transaction will be posted to the IHS website at http://investor.ihs.com at least one hour in advance of the June 10 conference call and webcast. A replay of the June 10 webcast will be available approximately two hours after the conclusion of the live event. To access the webcast recording, visit http://investor.ihs.com.

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About IHS(www.ihs.com)

IHS (NYSE: IHS) is the leading source of information, insight and analytics in critical areas that shape today's business landscape. Businesses and governments in more than 165 countries around the globe rely on the comprehensive content, expert independent analysis and flexible delivery methods of IHS to make high-impact decisions and develop strategies with speed and confidence. IHS has been in business since 1959 and became a publicly traded company on the New York Stock Exchange in 2005. Headquartered in Englewood, Colorado, USA, IHS is committed to sustainable, profitable growth and employs more than 6,700 people in 31 countries around the world.

About R.L. Polk & Co.(www.polk.com)

Polk is the premier provider of automotive information and marketing solutions. The organization collects and interprets global data, and provides extensive automotive business expertise to help customers understand their market position, identify trends, build brand loyalty, conquest new business and gain a competitive advantage. Polk helps automotive manufacturers and dealers, automotive aftermarket companies, finance and insurance companies, advertising agencies, media companies, consulting organizations, government agencies and market research firms make good business decisions. A privately held global firm, Polk is based in Southfield, Michigan with operations in Australia, Canada, China, France, Germany, Italy, Japan, South Korea, Spain, the United Kingdom and the United States.

CARFAX (www.carfax.com) is R.L. Polk & Co.'s vehicle history expert for used car buyers, sellers and the automotive industry. CARFAX created the Vehicle History Report in 1986 and maintains the largest vehicle history database ever assembled, comprising over 11 billion vehicle records from more than 75,000 data sources across North America. Over the past five years, CARFAX expanded operations to key countries in Europe.

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IHS is a registered trademark of IHS Inc. All other company and product names may be trademarks of their respective owners. Copyright © 2013 IHS Inc. All rights reserved.

IHS FORWARD-LOOKING STATEMENTS: This release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such statements may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products, and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expect," "anticipate," "believe," "intend," "estimate," "plan" and similar expressions. Although IHS and its management believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties--many of which are difficult to predict and generally beyond the control of IHS--that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified by IHS from time to time in its public filings. Other than as required by applicable law, IHS does not undertake any obligation to update or revise any forward-looking information or statements. Please consult our public filings at www.sec.gov or www.ihs.com.

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EX-99.2

© IHS 2013 June 10, 2013

© IHS 2013 Safe harbor: refer to IHS.com for detailed information Statements in this presentation that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements about our business outlook, assessment of market conditions, anticipated trends in our business strategies, future plans, future sales, prices for our major products, capital spending, and tax rates. These forward-looking statements are not guarantees of future performance. They are based on management’s current expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this presentation include, but are not limited to, our ability to successfully integrate acquisitions and manage risks associated with changes in demand for our products and services as well as changes in our targeted industries, our ability to develop new products and services, pricing and other competitive pressures, changes in laws and regulations governing our business, and the other factors described under the caption “Risk Factors” in IHS Inc.’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, along with our other filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations. -------------- Throughout this presentation, we refer to non-GAAP financial measures intended to supplement our financial statements that are based on U.S. generally accepted accounting principles (GAAP). Examples of non-GAAP measures include “EBITDA,” “Adjusted EBITDA,” “Free Cash Flow,” and “Adjusted Free Cash Flow,” and Definitions of our non-GAAP measures, as well as reconciliations of comparable GAAP measures to non-GAAP measures, are provided with the schedules to our quarterly earnings releases. Our most recent non-GAAP reconciliations were furnished as an exhibit to a Form 8-K on March 21, 2013, and are available on our website (www.ihs.com). 2

© IHS 2013 Transaction creates significant value for IHS shareholders • IHS has signed definitive agreement to acquire R.L. Polk for $1.4 billion, subject to customary closing conditions • Attractive and flexible financing will give sufficient liquidity at close to ensure IHS continues to fully support the business and fund future growth • Asset purchased at attractive multiples relative to current IHS trading multiples providing immediate value to IHS shareholders • Combination creates strong annual free cash flow that should exceed a $500 million annual run rate within the next 6 quarters • This will allow IHS to rapidly de-lever and reach 2.5x leverage within 6 quarters 3

© IHS 2013 • Significant scale with mid to high single-digit revenue growth with ~$400 million of current annual revenue  ~75% recurring revenue with 90%-plus renewal rates  Principally focused in North America with ~9% in EMEA, ~3% in APAC • Adjusted EBITDA margin in mid-20 percent range with clear path to accretive margins in the next 6-8 quarters • Cash generative with high free cash flow conversion • Significantly accretive to 2014 Adjusted EPS excluding purchase price amortization • Headquartered in Detroit, MI, with ~1,300 employees in 15 offices globally R.L. Polk brings to IHS an attractive financial profile and accretive growth trajectory 4

© IHS 2013 Combination of R.L. Polk and IHS creates significant and unique new value for customers as we leverage all IHS capabilities • Combination creates a single global automotive information supply chain connecting all major segments of the automotive industry • With this comprehensive industry insight, IHS will drive full vehicle lifecycle analytics from product planning through manufacturing, sales and aftermarket • Acquisition gives IHS the ability to provide full global visibility to the automotive value chain • This will deepen existing relationships with our automotive customers and create new value in new ways for other core IHS capital-intensive, high-growth industry sectors, e.g., electronics, chemicals, plastics and energy 5

© IHS 2013 R. L. Polk is the auto industry information leader What Is R. L. Polk Information pioneer and “data of record” provider to the entire automotive industry What R. L. Polk Does Provide actionable automotive market intelligence, extensive vehicle history information, powerful tools and analytics When & Why R. L. Polk Is Used Businesses and consumers across the auto ecosystem use R. L. Polk’s products every day to make smarter decisions How R. L. Polk Does It Synthesizing the fragmented big data “exhaust” of the auto industry into meaningful, insightful and reliable information solutions 6

© IHS 2013 R.L. Polk Overview: Product offerings R.L. Polk Polk Division (~40% of rev) CARFAX (~60% of rev) • Provides sales and registration data to the global automotive industry • Products and services include: o Market analysis and forecasting for vehicle sales o VIN interpretation and vehicle verification services • Provider of vehicle history information to dealers that purchase and sell used cars • Products and services include: o Vehicle History Report o Critical data feeds for a range of end markets 7

© IHS 2013 Addition of R.L. Polk to existing IHS capabilities connects the automotive information value chain Used vehicle & repair Forecasting •IHS Automotive •IHS Economics & Risk •Polk Market reporting •Polk Sales & Marketing Analytics •Polk •IHS Automotive Parc Data •Polk Vehicle History •CARFAX Aftermarket analytics •CARFAX •Polk •IHS Automotive OEMs Suppliers After market Dealers Supply Chain •IHS Automotive •IHS Prod Design •IHS Electronics •IHS EHS&S •IHS Chemical Vehicle History •CARFAX New vehicle Sales & Marketing Manufacturing & Supply Chain Product Planning Combination of IHS Automotive, Polk & CARFAX will drive new analytics across value chain 8

© IHS 2013 Global automotive market is growing and transforming • Automotive: We anticipate the global auto market to be a high- growth market for decades to come with significant growth in high- value emerging markets • Electronics & Media: Cars are now high-tech electronics devices. Safety and emissions regulations, technology innovation in powertrain and transmission and the consumer desire for best-in-class infotainment will relentlessly drive this trend. • Chemicals and Supply Chain: Globalization of platform programs and regulatory and technological changes (e.g., light-weighting of vehicles) are driving dramatic transformations and realignments in the supply chain and materials supply. • EHS&S: Complex manufacturing processes and extended global supply chains are driving a need for enhanced environmental compliance and risk management solutions among OEMs and suppliers. 9

© IHS 2013 Industry Sectors Energy and Natural Resources Chemicals Electronics Transportation Additional End Markets Functional W or k flo w s Strategy, Planning and Analysis Energy Technical Product Design Supply Chain EHS and Sustainability 2007 2008 2009 2010 2011 2012 2005 2006 We have focused investment on products and platforms in high-value workflows and core industry sectors 2013 10

© IHS 2013 Consistent margin expansion potential We are ready for R.L. Polk: IHS global infrastructure and processes are now in place to allow us to efficiently scale We have driven scale and efficiency across each area of the business to allow successful delivery of growth and leverage $ Time Delivery Capacity 3 Infrastructure Costs 4 2 Cost of Sales 1 Organic Growth 11

© IHS 2013 We have been building IHS Automotive for the past five years to enable scaling Strategic opportunity • Industry annual spend measured in trillions • Industry annual growth of 9% to 12% • Up to $1B of additional growth opportunity Scaling the automotive industry sector • 2008-2012: Deployed significant capital to acquire market- leading auto assets • 2010-2011: Integrated information, analytics & expertise • 2011-2012: Launched branded IHS Automotive • 2011-2012: Launched common commercial platform • 2010-2012: Accelerated subs growth to high single-digit / low double-digits • 2013: IHS acquires Polk 12

© IHS 2013 Financing • Purchase price: $1.4B 10% equity  Stock issuance has a 2-year lock up.  50% of shares can be sold after year one and 100% of shares can be sold after year two Remainder is cash funding from cash on hand, cash from an existing revolver and a new bank term loan Strong partnership with our lead banks makes it possible to put together highly attractive financing for this strategic transaction Use of debt reflects strong combined free cash flow and high levels of free cash flow conversion  Enables IHS to undertake this prudent and cost-efficient approach with the ability to de-lever rapidly Transaction parameters 13

© IHS 2013 Financing Considerations • IHS stated financial goals have NOT changed…we have targeted 2.5x leverage, subject to temporary elevation for strategic activity • We re-iterate that target and have clear path to rapidly reduce debt from 3.5x leverage at close to 2.5x leverage over 6 quarters • Pricing on term loan also makes it very cost effective with key terms broadly similar to existing credit facility in terms of rates, covenants and tenor • Gives IHS flexibility to continue to evaluate opportunities to put into place permanent financing at attractive rates within the next 4 to 6 quarters 14

© IHS 2013 We see tremendous opportunity for IHS Automotive • Combination of IHS Automotive and R.L. Polk creates a single global automotive information supply chain, connecting all major segments of the automotive industry • We will drive global expansion of R.L. Polk, leveraging our global infrastructure and customer relationships • We will drive product line extensions, leveraging the capabilities of IHS Automotive and R.L. Polk • We will drive industry analytics by connecting the capabilities of IHS Automotive, Polk division and CARFAX to provide end-to-end complete value chain insight • We will leverage scale and best practices to drive operational excellence 15